CLIENT LICENCE AGREEMENT AND TERMS OF USE (“AGREEMENT”)

READ THIS LICENCE CAREFULLY. CLICKING ‘I ACCEPT’ MEANS YOU AGREE TO THE TERMS OF THIS LICENCE AND TERMS OF USE AND WILL ACTIVATE THE SOFTWARE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ‘I DO NOT ACCEPT’.

IF YOU ARE NOT 18 YEARS OF AGE OR OLDER, CLICK ‘I DO NOT ACCEPT’. ONLY YOUR GUARDIAN MAY CLICK ‘I ACCEPT’ AND AGREE TO THE AGREEMENT ON YOUR BEHALF.

    1. DEFINITIONS
      Unless a contrary intention clearly appears, the following terms shall have the following meanings assigned to them and cognate expressions shall have corresponding meanings, namely –

      1. Confidential Information” means all information and data of whatsoever nature (including the Intellectual Property), whether tangible, intangible, oral or in writing and in any format or medium that is obtained or learned by, disclosed to, or comes to the knowledge of You from Gift It during the course of or arising out of this agreement, by whatsoever means, which by its nature or content is or ought reasonably to be identifiable as confidential or proprietary to Gift It, or which is provided or disclosed in confidence;
      2. Documentation” means integrated electronic help published by Gift It, describing Software’s functionality and intended operation;
      3. Gift It” means GiftIt Mobile (Pty) Ltd (reg. no. 2013/204866/07) a company duly registered and incorporated in South Africa with limited liability, and whose principal place of business is 4th Floor, Terraces Building, Black River Park, Fir Road, Observatory, Cape Town, Western Cape.
      4. Intellectual Property” means, collectively, patents, copyright, trademarks, designs, models, Know-How, inventions, trade and business secrets and any other type of intellectual property (whether registered or unregistered including applications for and rights to obtain, use or for the protection of same) which are used or held (currently or not) in connection with Gift It’s business;
      5. Know-How” means: all ideas, designs, documents, diagrams, information, devices, technical and scientific data, secret and other processes and methods used in connection with Gift It’s business; all available information regarding marketing and promotion of Gift It’s products and services; and, all and any modifications or improvements to any of them which do not constitute entirely new products or services;
      6. Mobile Phone” means a single mobile phone with a central processing unit capable of executing instructions from a software program, and which is owned or leased by You and on which the Software is installed;
      7. Merchant” means a provider with whom Gift It has entered into an agreement for the provision of products and/or services to You, and makes use of the Gift It mobile application;
      8. Software” means the object code of and Documentation for ‘Gift It mobile application’, a software application program;
      9. You” means the person who clicks ‘I Accept’. Alternatively, if the person who clicks ‘I Accept’ does so on behalf of any legal entity, then “You” means the legal entity on whose behalf ‘I Accept’ is clicked, and the person who clicks ‘I Accept’ warrants, by doing so, that he has taken or caused to be taken all steps, actions and corporate or executive proceedings necessary to cause this agreement to be binding on that legal entity;

SOFTWARE LICENCE

      1. In return for payment to Gift It of the license fee, Gift It hereby grants You a personal, non-exclusive, non-transferable, fully paid up and perpetual license to install a single instance of the Software onto either the hard drive or primary memory of a single Mobile Phone, and to use the Software in conjunction with that Mobile Phone, in the Republic of South Africa, for Your own internal data processing purposes, strictly upon the terms and subject to the conditions of this agreement.
      2. The Software is not automatically supported and the licence does not entitle You to any updates, upgrades, new releases or support services for the Software. You should contract with Gift It separately for these, if required. You agree that the terms of this agreement shall apply to any updates, upgrades or new releases provided to You.
      3. All ownership rights (including Intellectual Property rights) in and to the Software (including updates, upgrades and new releases) and all Intellectual Property, are and shall remain vested in Gift It and shall never pass to You. You shall not during or at any time after expiry or termination of this agreement, question or dispute Gift It’s ownership of the Software or Intellectual Property. Except as and to the extent authorised in this agreement, You shall have no right to use Gift It’s Intellectual Property in any manner whatsoever.
      4. You may not make a copy of the Software for back-up purposes. Other than as expressly provided for herein, You may not in any manner copy or otherwise reproduce the Software (wholly or partially).
      5. You irrevocably undertake and agree that upon termination for whatever reason of this agreement and/or the license granted in respect of the Software, You shall –

        1. immediately cease all use of the Software;
        2. immediately de-install every copy (including partial copy) of the Software acquired or made by You from wherever it is installed;
        3. destroy every copy (including partial copy) of the Software acquired or made by You, by no later than 3 days thereafter.
      6. Third party software provided with the Software is licensed to You on its accompanying license terms, including warranties and remedies. You agree to look solely to the warranties and remedies, if any, provided by the original licensor or supplier of such third party software, to the exclusion of all warranties and remedies afforded to You in terms of this agreement.
      7. You may terminate this agreement at any time by destroying all copies of the Software and Confidential Information acquired or made by You in terms of this agreement.
      8. You agree that any breach by You of any provision of this clause 2 shall be a material breach of this agreement.

HOW DOES GIFT IT WORK

Gift It functions as a digital community allowing for people to obtain promotional offers from the application, or send gifts to friends and family which may be redeemed at Merchants using the platform.

      1. Registering your account

        To be able to use Gift It services and use, send and receive gifts, You are required to register for a Gift It account. You can register using Your Facebook account. By allowing us to connect Your Facebook account to the Gift It platform, You will be able to access the full functionality and breadth of gifts that we and Merchants make available from time to time. Each user, registered using a Facebook account, is referred to as a “User”. When registering for a Gift It account, You agree to provide only accurate and complete information and to keep this information up-to-date.

      2. Gift Cards, Product Vouchers, Promotional Gifts

        The Gift It services provide You the opportunity to claim, use, give and receive electronic Gift Cards, Product Vouchers or promotional gifts provided by various third-party businesses (“Merchants”), each of which may be used for the purchase of products and services at the stores or on the websites of the issuing Merchant. You must have an active Gift Account in order to claim, use, send or receive these gifts.

        There are four categories of Gifts available through the Gift It services:

        1. The Merchants who participate in the Gift It services may choose to have Gift It offer gifts for promotional purposes (”Free gifts”). Free Gifts may be claimed directly by You or gifted by You to Your friends. Free Gifts may be made generally available for all users of the Gift it application. Free Cards may be available in predetermined Rand amounts, for a specific product or service, as a discount to be applied to a given purchase, or in the form of any other promotion that a Merchant may determine from time to time, all as set forth with the given Free Gift and its specific terms (as defined below). Free Gifts are subject to expiration dates set by the issuing Merchant, which will vary. The expiration date applicable to a specific Free Gift is stated on the Free Gift voucher.
        2. Users of Gift It services can choose to purchase gift vouchers (“Paid Gift Vouchers”) from Gift It. To give a Paid Gift Voucher to a friend, You first select the Merchant from which You would like to purchase the Paid Gift Voucher and then choose the value of the Paid Gift Voucher. A Paid Gift Voucher may also require You to redeem a specific product rather than provide You with a monetary value voucher which may used toward a purchase of any goods or services at the selected Merchant. To purchase a Paid Gift Voucher You would choose the payment type (i.e., PayU, debit or credit cards), provide the appropriate payment information and complete Your purchase. Shortly thereafter You will receive a confirmation of the purchase and the amount charged to Your PayU or credit card account by Gift It. Paid Gift Vouchers will not be available for use until full payment has been authorized. Paid Gift Vouchers will be valid for 3 years from the date You have purchased the Paid Gift Vouchers. Should You not redeem the Paid Gift Vouchers at a Merchant within 3 years from the date of purchase, You will no longer have the ability to redeem the Paid Gift Vouchers. Should You have purchased a Paid Gift Voucher in respect of a certain product, in the event that this product is no longer available for redemption at the Merchant, You will be able to redeem the value of the Paid Gift Voucher against any product at the selected Merchant.
        3. Should You wish to acquire a Gift It Voucher which may be redeemed against any purchase which You, or Your friend who receives the Gift It Voucher, makes at any Merchant accessing the Gift It platform, Gift it will levy You a 10% charge on the value of this Gift it Voucher.
        4. We will give You the opportunity to exchange you “Gift It Voucher” which may only be used in certain Merchants and/or against certain products, for a Gift It Voucher which may be used at any of our Merchants against any product purchased. Should you wish to exercise this option, we will levy a 10% charge against the value of your original Gift It Voucher, and the remaining portion will be provided to you in the form of a Gifit It Voucher which may be redeemed against any product and/or any Merchant using our platform.

        Paid Gift Vouchers and Free Gifits are subject to specific terms established by Gift It and the issuing Merchant. These terms are presented to You when You select the applicable Paid Gift Vouchers and/or Free Gift.

        When a friend sends You a gift through the Gift It platform, You will be notified that You have received the Gift via an notification posted to Your social network account. If You attempt to send a Gift to somebody who has not yet registered as a user of the Gift It mobile application, that user will receive a social network notification prompting him/her to register for a Gift It account. The user will only be able to redeem this gift once he/she has registered a Gif It account.

        You will be able to view all Gift it Vouchers which you have not redeemed either in the Gift it mobile application, or website.

        All gifts are redeemable only with the Issuing Merchant and may not be redeemed for cash.

Redemption of Gifts

Depending on the Merchant and terms applicable to a gift, You may redeem the Gift by going to the relevant Merchant’s physical location and/or by visiting the Merchant’s website. Some Gifts may be redeemed in both ways; others may be limited to one redemption method. To redeem a Gift at a physical Merchant location, You must access Your Gift through the Gift it mobile application and select the Gift You wish to redeem. You will be prompted to press a “Redeem” button and a QR Code and wiCode (being a one-time pin) will be displayed on the screen of Your mobile device. The following process would need to be followed in order to redeem Your Gift;

  • Physical Merchant: The QR Code will either be scanned at the Point of Sale of the Merchant, or in the event that no scanner is available at the Merchant, you will provide the one time pin to the cashier.
  • To redeem a gift online at a Merchant’s website, You will be required to input the one-time pin in the checkout page of the Merchant’s website.

WARRANTIES AND DISCLAIMERS

      1. Gift It warrants that the Software shall operate substantially in accordance with its published functional specifications for 180 days from date of its installation, provided that it is used in accordance with all minimum configuration and environmental conditions specified in the Documentation. Software under warranty may require ongoing support and the warranty provided is not a substitute for support.
      2. Gift It warrants that it is the owner of or has valid title to the Software and is entitled to grant the rights to You as envisaged in this agreement.
      3. Should any fault arise in the Software during the aforesaid warranty period, You shall immediately notify Gift It in writing describing the defect. Gift It shall at its sole option and within a reasonable period of time, repair or replace the defective Software or refund any licence fee paid by You for the Software. This clause states Gift It’s entire liability and Your exclusive remedy for non-conformance with any warranty.
      4. Gift It does not warrant that the Software will be completely free from errors or that errors will be corrected completely, nor that it will meet Your requirements, nor that it will operate in all combinations selected for use by You.
      5. You acknowledge that whilst Gift It takes reasonable care to exclude then-known viruses, malware, worms and Trojan horses from the Software, no warranty is given that the Software is free of viruses, worms or Trojan horses.
      6. You agree that Gift It shall not be responsible for any malfunction, non-performance or degradation of performance of the Software which is caused by or results from, directly or indirectly, any alteration to, adjustment of, attachment to, or modification of the Software by anyone other than Gift It.
      7. Except as expressly provided in this clause 3, the Software is provided voetstoots (as-is). Warranties given by Gift It in terms of this agreement extend solely to You and are not transferable.
      8. Gift It shall not be responsible for the fullfilment of goods and/or services from the Merchant. Should You not receive goods and/or services from a Merchant which You have paid for using the Gift It mobile application, it is Your responsibility to request that the Merchant fulfils the transaction or transfers the payment back to You. Should You be unsuccessful in such an attempt Gift It should be contacted at [email protected]
      9. You warrant that You are the lawful owner of the credit card used in the Gift It mobile application.

CONFIDENTIALITY

You shall treat all Confidential Information as strictly confidential and not use it for any purpose other than performing Your obligations or exercising its rights upon the terms of this agreement. You shall not disclose Confidential Information to any person except, where You are a legal entity, to Your own employees and then only on a need-to-know basis and subject to You procuring similar confidentiality obligations from those employees in favour of Gift It and making them aware of the confidential nature of the Confidential Information being made available to them.

PRIVACY

This section sets out how Gift It uses and protects any information provided by You when registering for and making use of the Gift It mobile application.

      1. Gift It is committed to ensuring that Your privacy is protected. All information requested will be used within the terms of this Agreement
      2. Gift It may collect the following information:

        1. Name and surname
        2. contact information including cellular number and email address
        3. geographic information using GPS functionality
        4. transactional history including products purchased, date of purchase, place of purchase and any other related information
      3. Gift It do not store credit card information on Gift It systems and servers. This information resides on Your mobile device in an encrypted form.
      4. Gift It uses the information gathered to understand Your needs and to provide a better service, and in particular for the following reasons:

        1. Internal record keeping;
        2. Transaction verification and authentication;
        3. Fraud detection and risk management;
        4. Improving our internal operations and efficiencies;
        5. We may use the information to improve our products and services;
        6. We may periodically send promotional emails about new products, special offers or other information which we think You may find interesting using the email address which you have provided;
        7. Targeted marketing of goods and services;
        8. Targeted marketing of goods and services on behalf of third-party companies, when we believe that these offers may be of interest to You;
        9. Provision of analytical ratings about your transactional patterns and behaviours to third-party companies;
        10. Customer care data and information, including call centre reports and sales assistance information;
        11. From time to time, we may also use your information to contact you for market research purposes. We may contact You by email or phone.
        12. We may use the information to customise the Gift It mobile application according to Your interests.
      5. Gift It may elect to share Your personal information with:

        1. service providers under contract who help with parts of our business operations;
        2. Parties where Gift it is required to do so by law;
        3. Other third parties, provided Gift it has received your explicit consent.
      6. Security

        We are committed to ensuring that Your information is secure. In order to prevent unauthorised access or disclosure Gift It have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect.

      7. Your consent

        You acknowledge that You accept this section, and specifically allows for the collection, storage, processing and disclosure of personal information as described in this section. Should You terminate use of the Gift It mobile application, consent is still given to our retention of the information we have already collected for record-keeping purposes only.

      8. Social Network login

        By linking your social media account to the Gift It platform or to use the Gift It services, You expressly authorize Gift It to receive certain of Your information that is available on or through Your Social Network account, including, Your profile information (including Your profile photo), friends or follower names, privacy settings and certain other information that will be disclosed to You, and approved by You, during the log-in process; and you also authorize Gift It to generate and publish on your social network news feed and timeline (as applicable) actions you take on the Gift It platform or while using the Gift It services, and to allow you to interact with your social network friends on the Gift It platform or while using the Gift It services. You agree to allow each such social network to receive information concerning the actions you take on the Gift It platform or your use of Gift It services. In the event you no longer want the Gift It platform or Gift It services to publish your Gift It activity, or want to otherwise limit the ways in which the Gift It platform or Gift It services interact with your social network account, you can always disable aspects of this feature by changing your social network application settings or contact [email protected] for further assistance.

      9. Other important information

        1. Your Gift It mobile application PIN is strictly confidential. This information may not be shared and Gift It should immediately be contacted if the PIN is compromised.
        2. Gift It relies on the relevant log-in credentials (Your social network account log-in and password) to authorize you as a User of Gift It services. You are solely responsible for any and all access to your Gift account and the Gift It platform by persons using your log-in credentials. If someone other than yourself accesses your Gift It account or the Gift It platform by using your log-in credentials, we will rely on log-in credentials and you agree that such access to the Gift it Platform will constitute access made by you personally.
        3. If you become aware that your log-in credentials are being used without authorization, please notify us immediately by sending an e-mail to [email protected] In cases of theft or fraud, You should lodge a case with the South African Police Services.

EQUIPMENT

You are solely responsible for the maintenance of your mobile phone or any other equipment used to access the Gift It platform and Gift It services. You are also required to have the most recent version of the software for the Gift It platform in order to use Gift It services.

USER CONTENT

You are solely responsible for all content you post, upload to, transmit, distribute, store, create or otherwise publish through the Gif it application (“User Content”), as well as your conduct and the conduct of anyone using your account. The User Content you provide must comply with the rules set forth below. Enforcement of the rules in this section is solely in our discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the services will not contain any content that is prohibited by such rules.

By using the interactive areas of the services, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the services any of the following:

      • User Content that is libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, invasive of privacy or publicity rights, fraudulent, deceptive or otherwise objectionable;
      • User Content that is illegal or unlawful, that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national or international law;
      • User Content that may infringe or violate any patent, trademark, trade secret, copyright, or other intellectual or other right of any party. By providing User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
      • User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
      • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
      • Private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Identification numbers and credit card numbers;
      • Unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or User Content designed to deceive or trick the user of the services;
      • Viruses, corrupted data or other harmful, disruptive or destructive files or code, script or other software designed to automate any functionality on the services; or
      • User Content that, in the sole judgment of Gift It, is objectionable or which restricts or inhibits any other person from using or enjoying the services, or which may expose Gift It or our users to any harm or liability of any type.

You further agree that you are solely responsible for your conduct with respect to the services, and you agree that you will not do any of the following in connection with the services:

      • Use the services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the services or that could damage, disable, overburden or impair the functionality of the services in any manner;
      • Flag content or report abuse for improper purposes or without good reason;
      • Use the services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms or any other rules or polices established from time to time by Gift It;
      • Attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose;
      • Use or attempt to use another user’s account without authorization from such user and Gift It;
      • Develop any third-party applications that interact with User Content and the services without our prior consent;
      • Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the services or third-parties; and
      • Infringe upon or violate the rights of Gift It, our users or any third-party.

Gift It takes no responsibility and assumes no liability for any user conduct or for any User Content posted, stored or uploaded on (or otherwise made available via) the services, nor is Gift It liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter while using the services. Your use of the services is at your own risk.

Although Gift It does not control and has no obligation to screen, edit or monitor any of the User Content posted, stored or uploaded on (or otherwise made available via) the services, Gift It reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted, stored or uploaded on the services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post, store or upload on (or otherwise make available via) the services at your sole cost and expense. Any use of the services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the services.

Except for any feedback you provide with respect to the services, you retain ownership of the User Content you post, store or upload on (or otherwise make available via) the services. However, if you post, store or upload User Content on (or otherwise make available via) the services, you grant Gift It and our affiliates a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any manner or media, on or off the services. You represent and warrant that: (i) You own and control all of the rights to the User Content that You post, store or upload on (or otherwise make available via) the services or You otherwise have the right to make available such User Content via the services and grant the rights granted in these Terms; (ii) the User Content that You post, store or upload on (or otherwise make available via) the services is accurate and not misleading; and (iii) Gift It’s use of the User Content You supply does not violate these Terms and will not violate any rights of, or cause injury to, any person or entity.

RECORDS

      1. Gift It will provide You with a transaction history reflecting Your usage of the Gift It mobile application.
      2. Should You wish to receive a copy of an invoice reflecting purchases made using the Gift It mobile application, this supporting documentation should be requested from the Merchant directly at the time of purchase.

COSTS

      1. You will be responsible for any data usage charges which arise through usage of the Gift It mobile application.

US EXPORT REGULATIONS

      1. You shall not sell, lease, license, export or otherwise dispose of the Software or any proprietary information to any third party which You know, or should have reason to believe will export, resell, use or otherwise dispose of same to any country to which the disposition is prohibited or regulated by law, including the export administration regulations of the Bureau of Industry and Security of the United States Department of Commerce. This restriction shall not apply if a license has been issued by the appropriate agency giving its consent and the transaction is otherwise lawful.
      2. Should You be resident in or conduct its business from any country where the use, license or disposition of the Software is prohibited or regulated by law, You shall click ‘I DO NOT ACCEPT’ and refrain from installing or using the Software in any manner.

LIMITATION OF LIABILITY

To the fullest extent permissible by law, under no circumstances whatsoever, including as a result of Gift It’s negligent (including grossly negligent) acts or omissions or those of its servants or agents or other persons for whom in law Gift It may be liable (“Others”), shall –

      1. Gift It or any Others (in whose favour this constitutes a benefit for a third party) be liable for any indirect, extrinsic, special, penal, punitive, exemplary or consequential loss, damage or damages of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably foreseeable), sustained by You, Your directors, servants or agents, including any loss of profits, loss of revenue, loss of operation time, corruption or loss of information and/or loss of contracts;
      2. Gift It’s or any Others’ (in whose favour this constitutes a benefit for a third party) maximum aggregate liability for any direct loss, damage or damages of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and whether the loss was actually foreseen or reasonably foreseeable), sustained by You, Your directors, servants or agents, exceed an amount equivalent to the licence fees paid by You for the Software;
      3. Gift It be liable for loss of Your data regardless of how such loss is occasioned. You acknowledge that back-up of such data is its responsibility and can be undertaken easily so as to recover any data which is lost. Accordingly, Your indemnify and hold Gift It harmless against any losses, damage and damages incurred by You arising directly or indirectly out of or in connection with the loss of any of Your data.

BREACH

Should You breach any provision or term of this agreement and fail to remedy same within 7 days of receipt of notice requiring it to do so and warning that if it is not so remedied Gift It may exercise its rights in terms of this clause, then Gift It shall be entitled without notice, in addition to any other remedy available to it at law or under this agreement, including obtaining an interdict, to cancel this agreement or claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to Gift It’s right to claim damages.

EVENTS OF DEFAULT

Notwithstanding anything to the contrary in this agreement, Gift It shall be entitled to terminate this agreement at any time by addressing written notice to that effect, if You –

      1. commit an act which is or would be an act of insolvency within the meaning of §8 of the Insolvency Act, 1936 (if committed by a natural person) or §344 of the Companies Act, 1973;
      2. compromise or attempt to compromise or defer payment of any debt owing by Your to Your creditors generally or to any class of Your creditors generally;
      3. being a legal entity, are provisionally or finally liquidated, removed from the register of companies, placed under judicial management (provisionally or finally), placed in or under any similar or replacement regime from time to time in South African insolvency law, take any steps for its voluntary winding up or undergoes a change of control;
      4. being a legal entity, dispose of all or a material portion of Your assets or business or ceases to conduct Your business.

GOVERNING LAW, JURISDICTION AND LANGUAGE

      1. This agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.
      2. The parties hereby irrevocably submit to the exclusive jurisdiction of the South Gauteng High Court of South Africa (or its successor) in respect of all and any matters arising out of or in connection therewith. The parties irrevocably waive any objection they may now or hereafter have that such action or proceeding has been brought in an inconvenient forum.
      3. This agreement has been concluded in the English language. In the case of any conflict between the English and any other translation version, the English version shall prevail.

FORCE MAJEURE

Gift It shall be under no liability to You in respect of anything which, in the absence of this provision might constitute a breach of this agreement, arising by reason of force majeure, vis major, casus fortuitus or due to any circumstances beyond Gift It’s reasonable control, even if Gift It should have foreseen the possibility of the occurrence or existence of those circumstances.

For the purposes hereof, vis major and force majeure include acts or omissions of any government, government agency, provincial or local or similar authority (but, where You are an organ/body of state, specifically excluding Your acts or omissions which are not the exercise of executive government powers), civil strife, riots, sabotage, insurrection, acts of war or public enemy, illegal strikes, combination of workmen, interruption of transport, lockouts, interruption of essential services from public utilities (including electricity, water and sewerage), prohibition of exports, inability on Gift It’s part due to Force Majeure to obtain goods or services from its suppliers (including telecommunications suppliers and Merchants), rationing of supplies, flood, storm, fire or any other circumstances (without limitation eiusdem generis) beyond the reasonable control of the Party claiming Force Majeure and comprehended in the term Force Majeure.

WHOLE AGREEMENT, NO AMENDMENT

      1. This agreement constitutes the whole agreement between the parties relating to its subject matter, supersedes all prior or oral or written communications and representations with respect to the Software, and, prevails over any conflicting or additional terms in any document or other communication between the parties leading up to and during the term of this agreement.
      2. No amendment or consensual cancellation of this agreement or its provisions or terms or of any agreement or other document issued or executed pursuant thereto or in terms thereof, no settlement of any disputes arising under this agreement, and, no extension of time, waiver or relaxation or suspension of any provisions or terms of this agreement or of any agreement or other document issued pursuant thereto or in terms thereof, shall be binding unless recorded in a written document signed by the parties or by the party granting the extension, waiver or relaxation, as the case may be. Any extension, waiver or relaxation given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given and shall not operate as an estoppel against the party making or giving it nor operate to preclude such party thereafter from exercising its rights strictly in accordance with this agreement.
      3. To the extent permissible by law no party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not.

SEVERABILITY

      1. Any provision in this agreement which is or may become illegal, invalid or unenforceable shall be ineffective to the extent thereof and shall be treated pro non scripto and severed from the balance of this agreement, without invalidating the remaining provisions.
      2. Gift It reserves the right to terminate this agreement and refund any license fee paid if, in Gift It’s opinion, the severing of any provision by operation of this clause unreasonably compromises its rights or liabilities. You agree that such refund will be Your sole and exclusive remedy in the event of any such termination by Gift It.

CONTACT

Any questions or concerns regarding this Agreement, should be directed to Gift It at [email protected]

CHANGES TO THIS AGREEMENT

Gift It may change this Agreement from time to time by updating this page. You should regularly view this page to ensure that You are satisfied with any changes. The revised version of this Agreement will apply after 7 calendar days from the date on which we had updated the page. If You are not satisfied with the revisions made, You should stop using the Gift It mobile application immediately.

ACCEPTANCE

By clicking ‘I ACCEPT’, You agree and acknowledge that it accepts the terms and conditions of this agreement and, further, represents and warrants that You are of full legal age, or are emancipated or have Your guardian’s consent to enter into this agreement.